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Wells Fargo’s Top Lawyer Turned CEO Made $9.6 Million in 2019

March 17, 2020, 9:22 PM

Former Wells Fargo & Co. general counsel C. Allen Parker Jr. took home outsized pay of more than $9.6 million last year thanks to his elevation to interim CEO.

Parker’s compensation is all the more notable since Wells Fargo’s top in-house lawyer has rarely, if ever, been one of the highest-paid executives at the company, according to three former lawyers for the bank.

The bulk of Parker’s pay—approximately $8.3 million, including a $2 million grant of restricted stock—came from his service last year as Wells Fargo’s interim CEO from March through October, according to a 2019 proxy statement filed by the company March 16.

The proxy, which also revealed that the bank clawed back a $15 million stock award to former CEO Timothy Sloan, came less than a week after its hire of a new general counsel in Ellen Patterson, the soon-to-be former in-house legal chief at Toronto-Dominion Bank.

Parker, who is expected to leave Wells Fargo at month’s end, took over as interim CEO last year following the resignation of Sloan. Parker then stepped down as interim CEO in October when Wells Fargo hired Charles Scharf as its new president and CEO. Wells Fargo’s 2019 proxy stated that Scharf received $34.29 million in total compensation, most of it in the form of stock awards.

Shortly after Scharf took over as leader of Wells Fargo, the fourth-largest bank in the U.S. announced that Parker would leave in March, three years to the month after he came aboard as general counsel following a 33-year career at Cravath, Swaine & Moore, where Parker once served as the New York-based law firm’s presiding partner.

Douglas Edwards, Parker’s former deputy at Wells Fargo, was first named an interim and then acting general counsel for the bank as Parker prepared to depart. Edwards does not appear as one of Wells Fargo’s highest-paid executives, per the bank’s most recent proxy. Prior to his ascension last year to interim CEO, Parker also was not listed as one of Wells Fargo’s top paid executives.

Pay Package

The bulk of Parker’s total compensation at Wells Fargo during 2019 is broken down into more than $1.78 million in annual salary, a $1.5 million bonus, stock awards in excess of $5 million, and non-equity incentive compensation of nearly $1.29 million. For securities purposes, large grants of stock are often included within a proxy for one fiscal year, even if they vest over several years.

During Parker’s time leading Wells Fargo as both interim CEO and general counsel, he presided over an expansion of the company’s law department from roughly 450 lawyers in 2017 to about 600 today, said two lawyers familiar with internal legal hiring in recent years at the bank, which has involved both forced retirements and robust recruitment efforts.

Parker, 65, did not respond to a request for comment about his post-Wells Fargo plans. As a matter of comparison, the average profit per equity partner at Cravath, Parker’s former firm, was $4.62 million in 2018, according to trade publication The American Lawyer.

New Regime

Parker’s pending departure from Wells Fargo comes amid the addition of Patterson, a former corporate partner at Simpson Thacher & Bartlett who has worked in-house at TD Bank since October 2012. Patterson, however, was also never one of TD Bank’s top paid executives during her more than seven years at the Canadian financial services firm, according to securities filings.

Wells Fargo has not yet filed an employment agreement with Patterson, who is set to join the company as its new legal chief March 23.

In January, the Office of the Comptroller of the Currency hit eight former Wells Fargo executives—including former CEO John Stumpf and James Strother, Parker’s predecessor as general counsel—with a collective $59 million in fines for their actions in a fake accounts scandal that has plagued the bank for the past several years.

In February, Wells Fargo finalized a $3 billion settlement with the Justice Department and Securities and Exchange Commission related to consumer banking abuses. The deal allowed Wells Fargo to avoid criminal charges. On Monday, the OCC hired Coinbase chief legal officer Brian Brooks to serve as the banking regulator’s first deputy comptroller and chief operating officer.

To contact the reporter on this story: Brian Baxter in New York at bbaxter@bloomberglaw.com

To contact the editor responsible for this story: Seth Stern at sstern@bloomberglaw.com

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